Representations and Warranties Additional Covenants. A. RX Technology represents and warrants that:
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower represents and warrants to the Lender that: (i) the execution, delivery and performance by the Borrowers of this Amendment and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower or any of its property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower or any Borrower's property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the Second Amendment Effective Date, no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment.
Representations and Warranties Additional Covenants. A. RX represents and warrants that:
Representations and Warranties Additional Covenants. Licensee represents and warrants that:
Representations and Warranties Additional Covenants. 22 9.1 Representations and Warranties of TYME 22 9.2 Representations and Warranties of Eagle 23 9.3 Disclaimer of Warranty 24 ARTICLE 10 INDEMNIFICATION; LIMITATIONS ON LIABILITY 24 10.1 Indemnification by TYME 24 10.2 Indemnification by Eagle 25 10.3 Indemnification Procedures 25 10.4 Limitation of Liability 25 10.5 Insurance 25 ARTICLE 11 TERM AND TERMINATION 26 11.1 Term 26 11.2 Early Termination 26 11.3 Effects of Termination 26 11.4 Survival 26 ARTICLE 12 MISCELLANEOUS 27 12.1 Force Majeure 27 12.2 Assignment 27 12.3 Severability 27 12.4 Notices 27 12.5 Governing Law 28 12.6 Dispute Resolution 28
Representations and Warranties Additional Covenants. The Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all necessary authority has been obtained; (b) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as (i) such enforceability is limited by applicable Debtor Relief Laws; and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a general proceeding at law or in equity); (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected; and (d) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect.
Representations and Warranties Additional Covenants. 9 Section 5.1 Representations and Warranties of DOP 9 Section 5.2 Representations and Warranties of Calumet 10 Section 5.3 Standards 11 Section 5.4 Documentation 11 Section 5.5 No Other Representations or Warranties 11 Section 5.6 Calumet Acknowledgement 12 Article VI. TAXES 12 Section 6.1 Taxes 12 Article VII. FORCE MAJEURE; TURNAROUND EVENTS 13 Section 7.1 Force Majeure Event 13 Section 7.2 Force Majeure Notice 13 Section 7.3 Turnaround Events 13 Article VIII. DEFAULT AND REMEDIES 13 Section 8.1 Termination in the Event of Certain Breaches 13 Section 8.2 Offsets and Recoupment 14 Section 8.3 Termination in the Event of Governmental Authority Requirement 14 Section 8.4 Calumet Termination Right 14 Article IX. INDEMNIFICATION 14 Section 9.1 Obligations 14 Section 9.2 Concurrent and Comparative Negligence 14 Section 9.3 Product 15 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Section 9.4 Limitation on Liability 15 Section 9.5 Survival 15 Article X. CONFIDENTIALITY 15 Section 10.1 Obligations 15 Section 10.2 Permitted Disclosures 16 Section 10.3 Required Disclosures 16 Section 10.4 Return of Information 16 Section 10.5 Receiving Party Personnel 16 Section 10.6 Survival 16 Article XI. MISCELLANEOUS 16 Section 11.1 Change in Law 16 Section 11.2 Assignment 17 Section 11.3 Notices 17 Section 11.4 Laws and Regulations 18 Section 11.5 Counterparts 18 Section 11.6 Entire Agreement 18 Section 11.7 No Modification 18 Section 11.8 No Waiver 18 Section 11.9 Employee Regulations 18 Section 11.10 Liquidation and Close Out 18 Section 11.11 Relationship of Parties 19 Section 11.12 Remedies Not Exclusive 19 Section 11.13 Expert Resolution Procedures 19 Section 11.14 Governing Law; Consent to Jurisdiction 20 Section 11.15 No Third Party Beneficiaries 20 Section 11.16 Specific Performance 20 Section 11.17 Waiver of Jury Trial 20 Exhibits Exhibit A: Products Exhibit B: Specifications Exhibit C: Product Price PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. REFINED PRODUCTS PURCHASE AGREEMENT THIS REFINED PRODUCTS PURCHASE AGREEMENT (this “Agreement”) dated effective as of June 17, 2014 (the “Effective Date”), is entered into by and between DAKOTA OIL PROCESSING, LLC, a North Dakota limited liability company (“DOP”) and CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (“Calumet”). Each of DOP ...
Representations and Warranties Additional Covenants. 6.1 Wausau and Affiliates hereby represent and warrant to PBGC that each of the following is true and correct as of the Effective Date:
Representations and Warranties Additional Covenants. 15 5.1 Representations and Warranties of Parlex 15 5.2 Representations and Warranties of NeuroMetrix 16 5.3 Compliance with Laws 16 5.4 Notice of Material Events 17
Representations and Warranties Additional Covenants. (a) Subordinate Lender represents and warrants that (i) the outstanding principal balance of the Subordinate Loan as of the date hereof after giving effect to the initial advance made under the Subordinate Loan Agreement on the date hereof is $6,000,000.00, (ii) the Subordinate Loan Documents are in full force and effect and have not been amended or modified in any manner whatsoever, (iii) Subordinate Lender has the fall power and authority to enter into this Agreement without the consent or approval of any other person or entity, other than those heretofore obtained and (iv) the person executing this Agreement on behalf of Subordinate Lender has the full power and authority to enter into this Agreement without the consent or approval of any other person or entity, other than those heretofore obtained.
